Tesoro 2013 Annual Report Download - page 157
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Exhibit 4.15
FIRST SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 9, 2013, among Tesoro SoCal
Pipeline Company LLC (the “Guaranteeing Subsidiary”), Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), Tesoro
Logistics Finance Corp., a Delaware corporation (together with TLLP, the “Issuers”), and U.S. Bank National Association, as trustee
under the Indenture referred to below (the “ Trustee”).
W I T N E S S E T H
WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “ Indenture”), dated as of August
1, 2013 providing for the issuance of 6.125% Senior Notes due 2021 (the “ Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’
Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “ Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:
l. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the
Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges
and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date
hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor
pursuant to the Indenture. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to
the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.
3. EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect
notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.